SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
STEIN ROE ADVISOR TRUST
(Name of Registrant as Specified in Its Charter)
______________________________________________
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l)
and 0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________
(5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
____________________________________________________
(2) Form, Schedule or Registration Statement No.
____________________________________________________
(3) Filing Party:
____________________________________________________
(4) Date Filed:
____________________________________________________
<PAGE>
STEIN ROE ADVISOR TRUST
One South Wacker Drive
Chicago, Illinois 60606
1-800-338-2550
______________, 1997
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Shareholders:
You are cordially invited to attend a special meeting of the
holders of Class K shares of each series of Stein Roe Advisor
Trust (the "Trust") to be held in the Auditorium at the offices of
Stein Roe & Farnham Incorporated, Suite 3300, One South Wacker
Drive, Chicago, Illinois 60606, on December 15, 1997, at 10:00
a.m., to consider the following proposals:
1. Approve or disapprove a proposed amendment (the "Proposal") to
the 12b-1 Plan and Agreement (the "Current Plan") between the
Trust and Liberty Financial Investments, Inc. ("Liberty BD")
that would expand the types of services permitted to be paid
for under the plan by the Class K shares of each Fund to
include services including retirement plan administrative and
educational services, as well as for distribution services.
The Proposal does not affect the maximum permissible 12b-1 fee
which remains at an annual rate of 0.25% of average net
assets. The Current Plan as amended by the Proposal is
hereinafter referred to as the "New Plan," as described in the
Proxy Statement.
2. Act on such other business as may properly come before the
meeting.
The holders of record of Class K shares of each series of the
Trust at the close of business on November 5, 1997 (the "record
date") are entitled notice of and to vote at the meeting.
By Order of the Board of Trustees,
Jilaine Hummel Bauer
Executive Vice-President and Secretary
____________, 1997
Chicago, Illinois
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE
COMPLETE AND RETURN THE ENCLOSED PROXY CARD(S). YOU MAY STILL
VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
Preliminary
STEIN ROE ADVISOR TRUST
Stein Roe Advisor Growth Stock Fund
Stein Roe Advisor Balanced Fund
Stein Roe Advisor Growth & Income Fund
Stein Roe Advisor Special Fund
Stein Roe Advisor Special Venture Fund
Stein Roe Advisor International Fund
Stein Roe Advisor Young Investor Fund
______________, 1997
PROXY STATEMENT
This Proxy Statement is being furnished by Stein Roe Advisor
Trust (the "Trust") to the holders of Class K shares of each
series of the Trust identified above (each a "Fund") in connection
with the solicitation of proxies by the Board of Trustees of the
Trust for use at the Special Meeting of Shareholders to be held on
December 15, 1997, at 10:00 a.m. This Proxy Statement and proxy
card are first being mailed to shareholders on or about November
18, 1997.
You should have received the Funds' annual report to
shareholders for the fiscal period ended September 30, 1997. If
you would like another copy of the annual report or a copy of the
semi-annual report, please call us at our toll-free number, 1-800-
338-2550 or write to Stein Roe Mutual Funds, One South Wacker
Drive, Chicago, Illinois 60606. The reports will be sent to you
without charge.
The trustees, who are responsible for overseeing each of the
Funds that is a series of the Trust, recommend that you vote to
approve an amendment (the "Proposal") to the 12b-1 Plan and
Agreement the ("Current Plan") between the Trust and Liberty
Financial Investments, Inc. (formerly named Colonial Investment
Services, Inc.) ("Liberty BD") that would expand the types of
services permitted to be paid for under the plan by the Class K
shares of each Fund to include certain services including
retirement plan administration and educational services, as well
as distribution services. The Proposal does not affect the
maximum permissible 12b-1 fee which remains at an annual rate of
0.25% of average net assets. The Current Plan as amended by the
Proposal is hereinafter referred to as the "New Plan."
Each Class K share of a Fund is entitled to a number of votes
equal to the net asset value of the share on the record date and
is entitled to vote on each matter coming before the meeting. As
of the record date, each Fund's outstanding Class K shares and
their net asset value were as follows:
Number of Class K
Fund Shares Outstanding Net Asset Value
- -------------------------- ------------------ ---------------
Advisor Growth Stock Fund 20,871 $11.51
Advisor Balanced Fund 10,000 11.13
Advisor Growth & Income Fund 10,000 11.35
Advisor Special Fund 14,206 12.26
Advisor Special Venture Fund 10,000 11.65
Advisor International Fund 10,000 10.07
Advisor Young Investor Fund 10,084 11.52
Set forth below is a list of 5% beneficial owners of Class K
shares of each Fund:
Amount of
Name and Address of Beneficial Percent of
Name of Fund Beneficial Owner Ownership Ownership
- --------------- -------------------- -------------- -----------
Advisor Growth Liberty Financial 10,000 shares 47.9%
Stock Fund Companies, Inc.
100 Manhattanville Rd.
Purchase, NY 10577
("Liberty Financial")
FTC & Co. 9,899 shares 47.4%
P.O. Box 173736
Denver, CO 80217
Advisor Balanced Liberty Financial 10,000 shares 100%
Fund
Advisor Growth Liberty Financial 10,000 shares 100%
& Income Fund
Advisor Special Liberty Financial 10,000 shares 70.3%
Fund
Donaldson, Lufkin 3,716 shares 26.1%
& Jenrette
P.O. Box 2052
Jersey City, NY 07303
Advisor Special Liberty Financial 10,000 shares 100%
Venture Fund
Advisor Inter- Liberty Financial 10,000 shares 100%
national Fund
Advisor Young Liberty Financial 10,000 shares 100%
Investor Fund
At the record date, Liberty Financial Companies, Inc. (of
which the Adviser is an indirect wholly owned subsidiary) was a 5%
beneficial owner of each of the Funds, as were the following
entities: (i) FTC & Co. (Stein Roe Advisor Growth Stock Fund);
(ii) Donaldson Lufkin & Jenrette (Stein Roe Advisor Special Fund).
If you hold Class K shares of more than one Fund, you will
receive a separate proxy for each Fund, and you should complete
and return each proxy you receive. Your completed and signed
proxy will be voted in accordance with your instructions. If you
sign the proxy, but do not fill in a vote, your shares will be
voted in accordance with the trustees' recommendations.
Summary of the Proposal
Under the Current Plan, Class K shares of each Fund are sold
without a sales charge, and are subject to a 12b-1 fee at an
annual rate of 0.25% of average net assets. Under the Current
Plan, the 12b-1 fee paid by Class K shares may be used only for
distribution purposes. Under the Proposal, the types of services
and expenses that may be paid for out of the 12b-1 fee for Class K
shares would be expanded so that the fee may be used to pay for
distribution and/or service. Among other services, the 12b-1 fee
could be used to defray the costs of, among other things,
relationship management services, retirement plan enrollment
meetings and costs associated with retirement plan educational
conferences, and the preparation of educational materials.
The Proposal will not change the rate of the 12b-1 fee paid
by the Class K shares, which will remain at 0.25% of average
annual net assets.
Description of the Current Plan. The Current Plan was
adopted by the Board of Trustees on September 13, 1996 and amended
on February 5, 1997 and August 6, 1997. The Current Plan provides
that each Fund having Class K shares pays to Liberty BD a
distribution fee calculated and paid monthly at the an annual rate
of up to 0.25 of 1.00% of the average net asset value of such
shares during the month./1/ Payments to Liberty BD from Class K
share assets under the Current Plan compensate Liberty BD for
expenses it incurs for promotion and distribution of the shares of
the Funds, including, but not limited to printing of prospectuses
and reports used for sales purposes, advertisements, expenses of
preparation and printing of sales literature and other sales or
promotional expense, including any compensation paid to securities
dealers or others who may have incurred distribution expenses
pursuant to a Selling Agreement with Liberty BD.
- -----------
/1/ Each Fund having Class A, B and C shares pays to Liberty BD a
service fee at the annual rate of 0.25 of 1.00%. Each Fund having
Class A shares pays to Liberty BD a distribution fee at the annual
rate of up to 0.10 of 1.00%. Each Fund having Class B or C shares
pays to Liberty BD a distribution fee at the annual rate of 0.75
of 1.00%. All 12b-1 fees are calculated on the basis of the
average net asset value of the applicable class of shares of a
Fund.
- -----------
The Current Plan also requires Liberty BD to furnish written
reports to the board of trustees on a quarterly basis showing all
amounts paid to it by the Funds and the purposes for which such
payments were made, a summary of expenses incurred by Liberty BD,
and any other information the trustees may request.
As to each Fund, the Current Plan provides that it shall
remain in effect until April 30, 1998 and shall continue in effect
from year to year thereafter so long as such continuance is
specifically approved at least annually by the vote of a majority
of the trustees of the Trust, including a majority of the non-
interested trustees of each Trust who have no direct or indirect
financial interest in the Current Plan or in any agreements
related to the Current Plan, cast in person at a meeting called
for such purpose. In addition, so long as the Current Plan is in
effect, nominees for election as non-interested trustees of the
Trust must be selected by the non-interested trustees as required
by Rule 12b-1 under the Investment Company Act of 1940.
The Current Plan provides that it may be terminated as to a
Fund or a particular class of a Fund, without penalty, at any time
by either a majority of the non-interested trustees or by a vote
of the majority of the outstanding voting securities of that Fund,
and will terminate automatically in the event of any act that
terminates the Trust's Underwriting Agreement with Liberty BD.
The Current Plan also describes procedures for amending the terms
of the plan.
Any obligation of the Trust under the Current Plan is binding
only upon the assets of the Trust (or a Fund) and is not binding
upon any trustee, officer, employee, agent, or shareholder of the
Trust or Fund. Neither the authorization of any action by the
trustees or shareholders of the Trust nor the execution of the
Current Plan on behalf of the Trust may impose any liability upon
any trustee or any shareholder.
Changes Under the Proposal. The Proposal would amend the
Current Plan to expand the types of services permitted to be paid
for under the plan by Class K shares of each Fund to include
services, including retirement plan administrative and educational
services, as well as distribution services. If the Proposal is
approved by the holders of the Class K shares of any Fund, the New
Plan will replace the Current Plan as to that Fund.
The form of the New Plan is attached to this proxy statement
as Exhibit A. The discussion here is a summary, and for more
details you should refer to Exhibit A.
Class K shares are currently offered at net asset value,
without any front-end or contingent deferred sales charge, but
bear a distribution fee at the annual rate of 0.25% of average net
assets. Generally Class K shares may be purchased only through
certain financial services companies having special selling
arrangements with Liberty BD, including certain bank trust
departments, wrap fee programs and retirement plan service
providers.
As under the Current Plan, payments under the New Plan will
be made to Liberty BD. No 12b-1 fees were paid by the Class K
shares of any Fund to Liberty BD under the Current Plan for the
annual period ended September 30, 1997.
There will be no change in the maximum permissible 12b-1 fees
paid by Class K shares of any Fund if the Proposal is approved and
implemented. Because there were neither a significant number of
shares sold nor outstanding during the period ended September 30,
1997, no 12b-1 fees were paid under the Current Plan and no 12b-1
fees would have been paid under the New Plan had it been in
effect.
Factors Considered by the Trustees. The trustees considered
carefully information compiled by Stein Roe & Farnham
Incorporated, the Trust's adviser (the "Adviser"), regarding ways
to increase sales of Fund shares to 401(k) plans and through
financial intermediaries. The trustees determined that because
401(k) plan sponsors and administrators and brokers provide
special services to plans that are different from traditional
transfer agency services, including relationship management
services and retirement plan enrollment meetings, it was in the
best interest of each Fund and of the Class K shareholders of each
Fund to approve the Proposal to allow 12b-1 fee payments to defray
both service and distribution expenses.
The trustees, including a majority of the trustees who are
not "interested persons" of the Trust or the Adviser, unanimously
voted to approve the Proposal and believe it is in the best
interests of each Fund and the holders of its Class K shares.
However, if the holders of the Class K shares of a Fund do not
approve the Proposal, then the Current Plan will remain in effect
for that Fund.
Organization and Management of the Trust
The Trust is a Massachusetts business trust organized on July
31, 1996. The Trust is an open-end management investment company,
currently with the seven multi-class series identified on the
cover page of this proxy statement.
The Trust is governed by a Board of Trustees, which is
responsible for protecting the interests of the shareholders of
the Funds. The trustees are experienced executives and
professionals who meet at regular intervals to oversee the
activities of the Trust and the Funds. A majority of the trustees
are not otherwise affiliated with the Trust or the Adviser.
Additional Information about the Trust
Adviser. The Adviser is a wholly-owned subsidiary of
SteinRoe Services Inc. ("SSI"), which is a wholly owned subsidiary
of Liberty Financial Companies, Inc. ("Liberty Financial"), which
is a majority owned subsidiary of LFC Holdings, Inc., which is a
majority owned subsidiary of Liberty Mutual Equity Corporation
("Liberty Equity"), which is a wholly owned subsidiary of Liberty
Mutual Insurance Company ("Liberty Mutual"). Liberty Mutual is a
mutual insurance company, principally in the property/casualty
insurance field. The address of the Adviser and of SSI is One
South Wacker Drive, Chicago, Illinois 60606; the address of
Liberty Financial and Liberty Equity is Federal Reserve Plaza,
Boston, Massachusetts 02210; and the address of Liberty Mutual is
175 Berkeley Street, Boston, Massachusetts 02117.
The directors of the Adviser are Kenneth R. Leibler, Harold
W. Cogger, C. Allen Merritt, Jr., Timothy K. Armour and Hans P.
Ziegler. Mr. Leibler is president and chief executive officer of
Liberty Financial; Mr. Cogger is executive vice president of
Liberty Financial; Mr. Merritt is executive vice president and
treasurer of Liberty Financial; Mr. Armour is president of the
Adviser's Mutual Funds division; and Mr. Ziegler is chief
executive officer of the Adviser.
Distributor. Class K shares of each Fund are distributed by
Liberty BD without any sales commissions or charges to the Funds
or the holders of Class K shares. Liberty BD is a wholly-owned
indirect subsidiary of Liberty Mutual. The address of Liberty BD
is One Financial Center, Boston, Massachusetts 02211. As
distributor, Liberty BD offers the Funds' shares to investors in
the states where the shares are qualified for sale and only on a
best efforts basis. The Adviser may pay sales and promotional
expenses for the sale of Class K shares except as provided in the
Current Plan. The Distributor also makes payments to broker-
dealers, banks and institutions for the sales of Class K shares
held through those institutions. The Trust pays all expenses in
connection with registration of its shares with the SEC, auditing,
and payment of filing fees under the various state blue sky laws,
and assumes the cost of preparation of prospectuses and other
expenses.
Voting Information
Who May Vote. The Board of Trustees has determined that the
Proposal affects the interests only of the holders of Class K
shares of each Fund and, therefore, only holders of the Class K
shares of each Fund may vote on the Proposal. Each share is
entitled to a number of votes equal to the net asset value of the
share on the record date.
How Proxies Will Be Voted. All proxies solicited by the
Board of Trustees that are properly executed and received prior to
the meeting, and which are not revoked, will be voted at the
meeting. Shares represented by those proxies will be voted in
accordance with the instructions marked on the proxy. If no
instructions are specified, shares will be voted FOR the Proposal.
Quorum and Required Vote. The Trust's Declaration of Trust
provides that 30 percent of the Class K shares of a Fund entitled
to vote constitutes a quorum of the Class K shares of that Fund
for the transaction of business at a meeting where the holders of
Class K shares vote as a class. For purposes of determining the
presence or absence of a quorum and for determining whether
sufficient votes have been received for approval of any matter to
be acted upon at the meeting, abstentions and broker non-votes
will be treated as shares that are present at the meeting but have
not been voted.
Approval of the Proposal requires the affirmative vote of a
"majority" of the outstanding Class K shares of each Fund as
defined in the Investment Company Act of 1940. For this purpose,
this means approval by: (a) 67% of the Class K shares of each
Fund present at the meeting, in person or by proxy, if the holders
of more than 50% of the outstanding Class K shares of each Fund
are present, or (b) more than 50% of the outstanding Class K
shares of each Fund, whichever is less. Abstentions and broker
non-votes will have the practical effect of a vote against the
Proposal if adoption of the Proposal is to be determined pursuant
to clause (a) and will have no effect on the outcome of the vote
if adoption of the Proposal is to be determined pursuant to clause
(b).
Other Business. The trustees do not know of any other
business to be brought before the meeting. However, if any other
matters properly come before the meeting, it is their intention
that proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the
judgment of the persons named as proxies in the enclosed form of
proxy.
Shareholder Proposals. The Trust is not required, and does
not intend, to hold annual meetings of shareholders. It is
therefore not known when there will be another meeting of
shareholders of a Fund. However, any shareholder proposal to be
considered for inclusion in the proxy solicitation materials for
the next meeting of shareholders must be received by the Trust no
later than 120 days prior to the date of the initial mailing of
that proxy material to shareholders.
Solicitation of Proxies. This proxy is solicited by the
Board of Trustees. The cost of solicitation will be paid by the
Adviser. Additional solicitation may be made by mail, personal
interview, telephone and telegraph by the Adviser's personnel, who
will not be additionally compensated therefor.
Revoking a Proxy. At any time before it has been voted, you
may revoke your proxy by: (1) sending a letter saying that you are
revoking your proxy to the Executive Vice-President and Secretary
of Stein Roe Advisor Trust at the Trust's offices located at One
South Wacker Drive, Chicago, Illinois 60606; (2) properly
executing and delivering a later-dated proxy; or (3) attending the
meeting, requesting return of any previously delivered proxy and
voting in person.
Adjournment. If a quorum is not present in person or by
proxy at the meeting, or if a quorum is present at the meeting but
not enough votes to approve a proposal are received, the persons
named as proxies may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any proposal
for adjournment for a Fund will require the vote of a majority of
the Class K shares of that Fund represented at the meeting in
person or by proxy. A vote may be taken on one of the proposals
in this proxy statement before adjournment if a quorum is present
and sufficient votes have been received for approval.
<PAGE>
Exhibit A
STEIN ROE
RULE 12b-1 PLAN AND AGREEMENT
Pursuant to the provisions of Rule 12b-1 under the Investment
Company Act of 1940 (the ("Act"), this Rule 12b-1 Plan and
Agreement (the "Plan") is hereby adopted by Stein Roe Advisor
Trust (the "Trust") for each of the series and classes (the
"Fund") identified in the attached Schedule A, by a majority of
the trustees of the Trust, including a majority of the trustees
who are not "interested persons" of the Trust (as defined in the
Act) and who have no direct or indirect financial interest in the
operation of the Plan or in any agreements related to the Plan
(the "non-interested trustees"). For each fund, this Plan shall
become effective on the date the registration statement of the
applicable Trust becomes effective for such Fund or such other
date indicated in Schedule A.
Section 1. Fee.
(a) Each Fund having Class A, B or C shares shall pay to
Liberty Financial Investments, Inc. (the "Distributor"),
a service fee calculated and paid monthly at the annual
rate of 0.25 of 1.00% of the average net asset value of
such shares. Each Fund having Class A shares shall pay
to the Distributor a distribution fee calculated and
paid monthly at the annual rate of 0.10 of 1.00% of the
average net asset value of such shares. Each Fund
having Class B or C shares shall pay to the Distributor
a distribution fee calculated and paid monthly at the
annual rate of 0.75 of 1.00% of the average net asset
value of such shares during such month. Each Fund
having Class K shares shall pay to the Distributor a
distribution and/or service fee calculated and paid
monthly at the annual rate of 0.25 of 1.00% of the
average net asset value of such shares during such
month.
(b) Such payment of servicing fees represents compensation
for servicing the shares, including but not limited to
relationship management, retirement plan enrollment
meetings and costs associated with educational
conferences and the preparation of educational
materials. Such payment for distribution fees
represents compensation for expenses incurred by the
Distributor for the promotion and distribution of the
shares of the Fund making the payment, including, but
not limited to the printing of prospectuses and reports
used for sales purposes, advertisements, expenses of
preparation and printing of sales literature and other
sales or promotional expense, including any
compensation, paid to any securities dealer or others
person who has incurred such expense pursuant to a
Selling Agreement executed by such party and the
Distributor.
Section 2. No payments are to be made by the Trust or any
Fund to finance or promote sales of shares other than pursuant to
this Plan.
Section 3. The Distributor shall prepare written reports to
the Trust's board of trustees on a quarterly basis showing all
amounts paid under this Plan and the purposes for which such
payments were made, plus a summary of the expenses incurred by the
Distributor hereunder, together with such other information as
from time to time shall be reasonably requested by the board of
trustees of the Trust.
Section 4. For each Fund, the Plan shall remain in effect
until April 30, 1998 and shall continue in effect from year to
year thereafter only so long as such continuance is specifically
approved at least annually by the vote of a majority of the
trustees of the Trust, including a majority of the non-interested
trustees of each Trust who have no direct or indirect financial
interest in the Plan or in any agreements related to the Plan,
cast in person at a meeting called for such purpose.
Section 5. So long as the Plan is in effect, nominees for
election as non-interested trustees of each Trust listed in
Schedule A shall be selected by the non-interested trustees as
required by Rule 12b-1 under the Act.
Section 6. The Plan may be terminated as to a Fund, without
penalty, at any time by either a majority of the non-interested
trustees of the applicable Trust or by a vote of a majority of the
outstanding voting securities of that Fund, and shall terminate
automatically in the event of any act that terminates the
Underwriting Agreement with the Distributor. To the extent the
Plan is terminated with respect to any particular fund or class,
such termination will not affect the Plan with regard to any other
fund or class unless specifically indicated.
Section 7. As to any Fund, the Plan may not be amended to
increase materially the amount authorized by this Plan to be spent
for services described hereunder without approval by a majority of
that Fund's outstanding voting securities, and all material
amendments to the Plan shall be approved by a vote of a majority
of the trustees of the Trust, including a majority of the non-
interested trustees of the Trust who have no direct or indirect
financial interest in the Plan, cast in person at a meeting called
for such purpose.
Section 8. Any obligation of any Trust hereunder shall be
binding only upon the assets of the Trust (or the applicable Fund)
and shall not be binding upon any trustee, officer, employee,
agent, or shareholder of that Trust. Neither the authorization of
any action by the trustees or shareholders of the Trust nor the
execution of this Plan on behalf of the Trust shall impose any
liability upon any trustee or any shareholder.
This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Trust and the Distributor as
evidenced by their execution hereof.
Dated as of November 5, 1997
STEIN ROE ADVISOR TRUST LIBERTY FINANCIAL INVESTMENTS, INC.
_________________________ ____________________________________
By: By:
<PAGE>
SCHEDULE A
Stein Roe Advisor Growth Stock Fund Class A
Class B
Class C
Class K
Stein Roe Advisor Balanced Fund Class A
Class B
Class C
Class K
Stein Roe Advisor Growth & Income Fund Class A
Class B
Class C
Class K
Stein Roe Advisor Special Fund Class A
Class B
Class C
Class K
Stein Roe Advisor Special Venture Fund Class A
Class B
Class C
Class K
Stein Roe Advisor International Fund Class A
Class B
Class C
Class K
Stein Roe Advisor Young Investor Fund Class A
Class B
Class C
Class K
<PAGE>
Sample Proxy Card
Special Meeting of Shareholders - _____________, 1997
This Proxy is Solicited on Behalf of the Board of Trustees
STEIN ROE ADVISOR TRUST
Stein Roe Advisor Growth Stock Fund
Stein Roe Advisor Balanced Fund
Stein Roe Advisor Growth & Income Fund
Stein Roe Advisor Special Fund
Stein Roe Advisor Special Venture Fund
Stein Roe Advisor International Fund
Stein Roe Advisor Young Investor Fund
By signing and dating below, you authorize Gary A. Anetsberger,
Timothy K. Armour and Jilaine Hummel Bauer, and each or any of
them, as proxies, with full power of substitution, to vote your
Class K shares of the Fund represented by this proxy which the
undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on _____________, 1997, and at any
adjournments of the meeting, with all powers the undersigned would
possess if personally present at such meeting. They shall vote as
recommended by the board of trustees unless otherwise indicated
below, and in their discretion upon such other business as may
properly come before the meeting.
The board of trustees recommends that you vote FOR the Proposal.
1. Approval of an amendment to the 12b-1 Plan and Agreement, as
described in the notice of meeting and proxy statement for the
meeting.
FOR _______ AGAINST _______ ABSTAIN _______
2. In their sole discretion on any other matters properly coming
before the meeting or any adjournment or adjournments thereof.
(Please DATE AND SIGN on the reverse side
and return this proxy promptly in the enclosed envelope.)
<PAGE>
(continued from reverse side)
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this proxy will be voted FOR the Proposal, and in the
sole discretion of the Proxies upon such other business as may
properly come before the meeting or any adjournment or
adjournments thereof.
Dated ______________________, 1997
Signature
Signature of joint owner if held
jointly
IMPORTANT: Please date and sign exactly as your name appears
hereon. When signing as executor, administrator, trustee, agent,
attorney, guardian, or corporate officer, please set forth your
full title. Joint owners must each sign.
